Kentucky Derby Presented by Yum! Brands winner Always Dreaming broke sharply from post four and appeared to be moving comfortably beneath John Velazquez as a record crowd of 140,327 buzzed with excitement. But he abruptly came up empty when the serious running began and faltered badly.

“We didn’t have an excuse,” said Todd Pletcher, trainer of Always Dreaming. “We were in the position we expected to be and I think the turnaround (from the Derby) was a little quick. He ran so hard in the Derby and today just wasn’t his day.” Always Dreaming suffered his first defeat in five starts this season.

Senior Investment, the winner of the Lexington Stakes at Keeneland, ran a surprising third. Lookin At Lee, the Derby runner-up, took fourth. Gunnevera, Multiplier, Conquest Mo Money, Always Dreaming, Hence and Term of Art completed the order of finish.

Mark Casse, trainer of 2-year-old champion Classic Empire, noted that his colt inherited the lead from Always Dreaming far sooner than anyone could have anticipated.

“I know his mind tends to wander and I was a little worried about that,” Casse said. “I was hoping that horse came to him earlier. He tried to kick back, but we were second best.”

Much of the outcome may be credited to Brown. Cloud Computing was making his first start in a Grade 1 contest and only his fourth start overall. He entered the 1 3/16-mile contest amid serious questions about his ability to get the distance.

But Brown, as always, was a man with a plan. He put the son of Maclean’s Music through a series of bullet works that had him primed for the race of a lifetime. And he made sure his first Preakness starter was as fresh as could be. He had finished third in his previous start, in the Grade 2 Wood Memorial on April 8 at Aqueduct Racetrack.

“Classic Empire and Always Dreaming are two outstanding horses and our strategy was, if we are ever going to beat them, let’s take them on two weeks’ rest when we have six. And it worked.”

Brown, 38, served as an understudy to a pair of Hall of Fame trainers, Shug McGaughey and the late Bobby Frankel. He noted that Frankel has had a profound influence on his career, which has seen him lead the nation in turf victories three of the last five years.

Brown noted that Frankel, for all he accomplished, never won the Derby or Preakness.

“I feel this is for him,” he said. “Without his mentorship, I certainly wouldn’t be here.”

Cloud Computing barely wore down Classic Empire, a troubled fourth in the Kentucky Derby, in deep stretch to complete a patient, ground-saving ride by Javier Castellano, who sat in an ideal stalking position in third.

Brown said of his excellent working relationship with Castellano, “When I relay information about a horse or a plan, he knows just what I’m talking about and he can get it done. And that’s big. Once he got a spot early, we figured the race can be won or lost in that first turn. And I feel he won that race right in that first turn.”

Castellano, who will be inducted into the National Museum of Racing and Hall of Fame this summer, said the victory held great meaning for his family. “I’m very happy because my father was a jockey for 25 years, my uncle, my brother Abel Castellano. We grew up in racing and it’s really special for us. We’ve been working for a long time for this moment.”

Cloud Computing, co-owned by Maryland native Seth Klarman and William Lawrence, returned $22.80, $8.60 and $6.00. He completed the 1 3/16-mile contest in 1:55.98 on a track that dried out over the course of a windy, cloudy afternoon to be fast by the time the middle leg of the Triple Crown was run.

Although Brown listed Cloud Computing as a possible starter for the Belmont Stakes on June 10, his comments seemed to suggest otherwise.

“We are going to take it race by race with this horse,” he said. “Do I think he’s a mile and a half horse? He never struck me that way.”

For now, though, Brown and a staff that he is always quick to credit will savor their accomplishment. Lawrence said he leaned over to Brown in the winner’s circle and whispered in his ear, “Best dirt trainer in America.”

Who knows? As young as Brown is, as driven as he is, as skillful as he is, nothing appears to be beyond his scope.